1. Consists of Restricted Stock Units (RSUs) granted pursuant to the Company's Compensation Program for Non-Employee Directors, which RSUs vest on November 14, 2018, subject to the director's continued service on the Board of Directors, with immediate full vesting in the event of a Change of Control.

2. The reporting person is the Trustee of the Gullard Family Trust.

/s/ David Richardson, as attorney-in-fact

11/14/2017

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).